Item 8.01. Other Events.
On June 2, 2009, KeyCorp (the "Company") issued a press release announcing
the increase of the aggregate gross sales amount of its Common Shares, par value
$1.00 per share ("Common Shares"), to be sold pursuant to its previously
announced "at the market" offering, and filed an addendum to its previously
filed prospectus supplement to its existing automatic shelf registration
statement on file with the Securities and Exchange Commission (the "Commission")
in connection with the increase of the offering. A copy of the press release is
attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Common Shares issued under the program will be sold pursuant to an Equity
Distribution Agreement, dated May 11, 2009, with Morgan Stanley & Co.
Incorporated ("Morgan Stanley"), which was amended by an Amendment No. 1 to the
Equity Distribution Agreement, dated June 2, 2009 (the "Amendment" and, with the
Equity Distribution Agreement as amended by the Amendment, the "Agreement"). The
sole purpose of the Amendment was to increase the aggregate offering price of
the Common Shares that may be offered and sold pursuant to the Agreement from
$750,000,000 to $1,000,000,000.
Further details regarding the terms of the Agreement are set forth in the
Company's Current Report on Form 8-K that was filed with the Commission on
May 11, 2009, which is incorporated herein by reference.
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith
in connection with the Company's Registration Statement and are incorporated
therein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
5.1 Opinion of Squire, Sanders & Dempsey L.L.P. regarding the validity of the
Common Shares to be issued pursuant to the equity distribution program.
23.1 Consent of Squire, Sanders & Dempsey L.L.P. (included in Exhibit 5.1).
99.1 Amendment No. 1, dated June 2, 2009, to Equity Distribution Agreement dated
May 11, 2009, between KeyCorp and Morgan Stanley.
99.2 Press Release, dated June 2, 2009.
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